Common use of ABOVE IS CHECKED Clause in Contracts

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S Rxxxxxxx American Inc. 400 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimile: 300-000-0000 Attention: The Bank of New York Trust Company, N.A. Facsimile: Attention: Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICEDated:_________________ Notice: To be executed by an executive officer FORM OF EXCHANGE CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S Rxxxxxxx American Marvell Technology, Inc. 400 Xxxxx 0000 X. Xxxx Xxxxxx Xxxxxxx-XxxxxXxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000-19801 U.S. Bank National Association Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 FacsimileXxx Xxxxxxxxx, XX 00000 Attn: 300-000-0000 Attention: The Bank of New York Trust Company, N.A. Facsimile: Attention: D. Xxxxx (Marvell Technology) Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. 2028 Reference is hereby made to the Indenture, dated as of April 12, 2021 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture, dated as of May 314, 2006 2021 (together with the Base Indenture, the “Indenture”), between Rxxxxxxx American Marvell Technology, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [•] (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $[•] in such Security[ies] or interests (the “Exchange”). The Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated [•]. [Insert Name of Transferor] By: Name Title: SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Note is DOLLARS ($ ). The following exchanges of a part of this Global Note for certificated Securities or a part of another Global Note have been made: Date of Exchange Amount of decrease in principal amount of this Global Note Amount of increase in principal amount of this Global Note Principal amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee REPURCHASE EXERCISE NOTICE UPON A CHANGE OF CONTROL REPURCHASE EVENT To: Marvell Technology, Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Marvell Technology, Inc. (the “Company”) as to the occurrence of a Change of Control Repurchase Event with respect to the Company and hereby directs the Company to pay, or cause the Trustee to pay, an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (in an aggregate principal amount of at least $2,000 or a multiple of $1,000 in excess thereof) as designated below to be repurchased, plus interest accrued and unpaid to, but excluding, the repurchase date, except as provided in the Indenture. The undersigned hereby agrees that the Notes will be repurchased as of the Change of Control Payment Date pursuant to the terms and conditions thereof and the Indenture. Dated: Signature: Principal amount to be repurchased (at least $2,000 or a multiple of $1,000 in excess thereof): _________ Remaining principal amount following such repurchase: _________ By: Authorized Signatory EXHIBIT C Form of Supplemental Indenture to Add Guarantors [ ] SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of [ ], by and among the parties that are signatories hereto as Guarantors (the “Guaranteeing Entities” and each a “Guaranteeing Entity”), Marvell Technology, Inc., as issuer (the “Company”) ), and The U.S. Bank of New York Trust CompanyNational Association, N.A.a national banking association, as trustee. In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S Trustee under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:Indenture referred to below.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"qualified institutional buyer” " within the meaning of Rule 144A under the Securities Act of 1933 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: ----------------------------- ----------------------------------------- NOTICE: To be executed by an executive officer EXHIBIT B-2 FORM OF CERTIFICATE LETTER TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S Rxxxxxxx American BY ACCREDITED INVESTORS Diamond Offshore Drilling, Inc. 400 Xxxxx 15410 Xxxx Xxxxxx Xxxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimile00000 Xxtention: 300-000-0000 AttentionCorporate Secretary The Chase Manhattan Bank, as Security Registrar 450 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxtention: The Bank Corporate Trust Administration Dear Sirs: We are delivering this letter in connection with the proposed transfer of New York Trust Company, N.A. Facsimile: Attention: Re: $___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ aggregate __________ principal amount of ___the 1 1/2% Convertible Senior Secured Notes Debentures due 20___(the “Notes”2031 (the "Debentures") of Diamond Offshore Drilling, Inc. (the "Company"), which are convertible into shares of Common Stock of the Company, we . We hereby confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S Rxxxxxxx American Inc. 400 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimile: 300-000-0000 Attention: _____________________________ The Bank of New York Trust Company, N.A. _______________________________________ _______________________________________ Facsimile: ____________________________ Attention: ____________________________ Re: ___% Senior Secured Notes due [20072013] [20092016] [2010][2012][20152018]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ $____________ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S Rxxxxxxx American Inc. 400 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimile: 300-000-0000 Attention: The Bank of New York Trust Company, N.A. Facsimile: Attention: Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured Notes due 20___(the 20 (the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"qualified institutional buyer” " within the meaning of Rule 144A under the Securities Act of 1933 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s 's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DateDated: --------------------------------- --------------------------------- NOTICE: To be executed by an executive officer XXXXXXX X [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S Rxxxxxxx American FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR] Weatxxxxxxx Xxxernational, Inc. 400 515 Xxxx Xxx Xxxxxxxxx Xxxxx Xxxx Xxxxxx Xx. 000 Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimile: 300-000-0000 Attention: The 00000 Xxe Bank of New York Trust Company101 Xxxxxxx Xxxxxx, N.A. Facsimile: Attention: 21W New York, New York 10286 Re: ___% Zero Coupon Convertible Senior Secured Notes Debentures due [2007] [2009] [2010][2012][2015]. 2020 of Weatxxxxxxx Xxxernational, Inc., a Delaware corporation (CUSIP: 947000XX0) Reference is hereby made to the Indenture, dated as of May 3117, 2006 1996, as supplemented by the First Supplemental Indenture thereto, dated as of May 27, 1998, and the Second Supplemental Indenture thereto, dated as of June 30, 2000 (the “"Indenture”"), between Rxxxxxxx American Inc.Weatxxxxxxx Xxxernational, as issuer Inc. (the “"Company”") and The Bank of New York Trust Company, N.A.York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale purchase of $ $____________ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent thatof:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICEDated:_________________ Notice: To be executed by an executive officer FORM OF EXCHANGE CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S Rxxxxxxx American Marvell Technology, Inc. 400 Xxxxx 0000 X. Xxxx Xxxxxx Xxxxxxx-XxxxxXxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000-00000 U.S Bank National Association Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 FacsimileXxx Xxxxxxxxx, XX 00000 Attn: 300-000-0000 Attention: The Bank of New York Trust Company, N.A. Facsimile: Attention: D. Xxxxx (Marvell Technology) Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. 2023 Reference is hereby made to the Indenture, dated as of April 12, 2021 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture, dated as of May 314, 2006 2021 (together with the Base Indenture, the “Indenture”), between Rxxxxxxx American Marvell Technology, Inc., a Delaware corporation, as issuer (the “Company”) ), and The U.S. Bank of New York Trust Company, N.A.National Association, as trusteetrustee (the “Trustee”). In Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [•] (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $[•] in such Security[ies] or interests (the “Exchange”). The Owner hereby certifies that in connection with our proposed sale the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated [•]. [Insert Name of Transferor] By: Name: Title: SCHEDULE OF EXCHANGES OF SECURITIES The initial principal amount of this Global Note is DOLLARS ($ ). The following exchanges of a part of this Global Note for certificated Securities or a part of another Global Note have been made: Date of Exchange Amount of decrease in principal amount of this Global Note Amount of increase in principal amount of this Global Note Principal amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee REPURCHASE EXERCISE NOTICE UPON A CHANGE OF CONTROL REPURCHASE EVENT To: Marvell Technology, Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Marvell Technology, Inc. (the “Company”) as to the occurrence of a Change of Control Repurchase Event with respect to the Company and hereby directs the Company to pay, or cause the Trustee to pay, an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (in an aggregate principal amount of at least $2,000 or a multiple of $1,000 in excess thereof) as designated below to be repurchased, plus interest accrued and unpaid to, but excluding, the repurchase date, except as provided in the Indenture. The undersigned hereby agrees that the Notes will be repurchased as of the Change of Control Payment Date pursuant to the terms and conditions thereof and the Indenture. Dated: Signature: Principal amount to be repurchased (at least $2,000 or a multiple of $1,000 in excess thereof): ___% Senior Secured Notes due 20___(the “Notes”______ Remaining principal amount following such repurchase: _________ By: Authorized Signatory EXHIBIT B FORM OF 2028 NOTE (FACE OF NOTE) [Insert the Global Note Legend, if applicable, pursuant to the provisions of the CompanyIndenture] MARVELL TECHNOLOGY, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:INC.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S Rxxxxxxx American Inc. 400 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimile: 300-000-0000 Attention: ___________________________ The Bank of New York Trust Company, N.A. ______________________________________ ______________________________________ Facsimile: _____________________________ Attention: ___________________________ Re: ___% Senior Secured Notes due [20072013] [20092016] [2010][2012][20152018]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ $____________ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: NOTICE: To be executed by an executive officer FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S Rxxxxxxx American Inc. 400 401 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 FacsimileXxcsimile: 300-000-0000 Attention: _______________________ The Bank of New York Trust Company, N.A. _______________________________ _______________________________ Facsimile: _______________________ Attention: _______________________ Re: ___% Senior Secured Notes due [20072013] [20092016] [2010][2012][20152018]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ $____________ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: